1

FIRST SUPERVISORY NOTICE

_______________________________________________________________

To:
Lisa Maureen Campbell; and

1.1
For the reasons given in this First Supervisory Notice, and pursuant to section
63ZB(1) of the Financial Services and Markets Act 2000 (“the Act”), the Financial
Conduct Authority (“the Authority”) has decided to impose the following conditions
(“the Conditions”) on Lisa Campbell’s (“Mrs Campbell”) approval as a senior
manager at Campbell & Associates Independent Financial Advice Limited (“the
Firm”) with immediate effect.

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The Conditions

Mrs Campbell’s approval is varied by the imposition of the following conditions:


1)
not to perform any activity of which she has approval absent the express
written consent of the Authority; and


2)
not to contact any of the Firm’s current or former customers save where they
are also family members.

1.2
These Conditions shall take immediate effect and remain in force unless and until
varied or cancelled by the Authority (either on the application of the Firm, Mrs
Campbell or of the Authority’s own volition).

2
REASONS FOR ACTION

Summary

2.1
The Authority has concluded, on the basis of the facts and matters described below
that, in respect of Mrs Campbell, it is necessary and proportionate to exercise its
power under section 63ZB(1) of the Act to impose the Conditions in order to secure
an appropriate degree of protection for consumers.


2.2
The Authority has serious concerns about the conduct of Mrs Campbell in that:

1)
Notwithstanding the Authority’s removal of the Firm’s Part 4A permissions
from 9 February 2023, Mrs Campbell may have continued to conduct
regulated activity; and

2)
Notwithstanding the requirements placed upon the Firm from 10 February
2023 to notify all of the Firm’s clients of the restrictions placed upon the Firm
(“the notification requirements”), Mrs Campbell may have made misleading
statements to the Authority about the Firm’s compliance with the notification
requirements.

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DEFINITIONS

3.1
The definitions below are used in this First Supervisory Notice:

“the Act” means the Financial Services and Markets Act 2000;

“the Authority” means the Financial Conduct Authority;

“Client 1” means a client Mrs Campbell may have advised following the imposition of
the Firm’s FSN, and as first referred to at paragraph 4.6 of this Notice;

“Client 2” means a client Mrs Campbell may have advised following the imposition of
the Firm’s FSN, and as first referred to at paragraph 4.7 of this Notice;

“COCON” means the Authority’s Individual Conduct Rules as set out in the Authority’s
Handbook, and to which all approved persons are subject;

“Conditions” means the terms imposed on Mrs Campbell by this First Supervisory
Notice;

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“the Firm” means Campbell & Associates Independent Financial Advice Limited;

“the Firm’s FSN” means the First Supervisory Notice dated 9 February 2023 and
issued to the Firm on 10 February 2023;

“Handbook” means the Authority’s online handbook of rules and guidance (as in force
from time to time);

“Part 4A permission” means permission to conduct regulated activities, granted by
the Authority under Part 4A of the Act;

“Requirements” means the terms imposed on the Firm by the Firm’s FSN;

“Tribunal” means the Upper Tribunal (Tax and Chancery Chamber).

4
FACTS AND MATTERS

4.1
The Firm was incorporated as Campbell & Raffle Independent Financial Advice Ltd
on 14 February 2013 and was authorised by the Authority to perform regulated
activities from 4 October 2013. The Firm changed its name to Campbell & Associates
Independent Financial Advice Ltd on 18 November 2020. Until 9 February 2023, it
had permissions to provide advice and arrange deals in investments and pensions.
It never had permission to hold client money.

4.2
The sole current director of the Firm is Mrs Campbell. She holds the SMF3 Executive
Director, SMF16 Compliance Oversight and SMF17 Money Laundering Reporting
Officer positions at the Firm.

4.3
On 10 February 2023, the Authority issued the Firm with a First Supervisory Notice
(“the Firm’s FSN”) removing its permissions and imposing the following
requirements:

Restriction on activities

1)
The Firm must immediately cease carrying on all regulated activities for
which it has a Part 4A permission, other than where it has the express written
consent of the Authority, following the issuance of the First Supervisory
Notice.


Notification requirements

2)
The Firm must, within 72 hours of the receipt of the notice, write to the
following:

a)
All its customers; and


b)
All platforms upon which its customers are placed

informing each of them of the imposition of the Requirements and their
effects, in a form and further to a method of delivery each to be agreed in
advance with the Authority;

3)
Once the notifications referred to in sub-paragraph (2)(b) above have been
made, within 24 hours, the Firm must provide to the Authority:

a)
A list of all parties to whom notifications have been sent; and


b)
Confirmation that, to the best of its knowledge, the Firm has sent the
specified notifications (in the form agreed with the Authority) to all
relevant parties.

Retention and notification requirements

4)
The Firm must secure all books and records and preserve all information,
including material held via online/cloud-based systems to which the Firm has
access, in relation to regulated activities carried on by it. These include but
are not limited to all:

a)
Client lists;


b)
Communications with clients; and


c)
Financial records.


These books and records must be retained in a form and at a location within
the UK to be notified to the Authority within 24 hours of the receipt of this
notice. The records must be retained in a form and at a location such that
they can be provided to the Authority, or to a person named by the
Authority, promptly upon its request.


Asset requirement

5)
Save as set out in sub-paragraph (6) below, the Firm must not, without the
prior written consent of the Authority, take any action which has, or may
have had the effect of in any way disposing of, withdrawing, transferring,
dealing with or diminishing the value of any of its own assets, whether in the
United Kingdom or elsewhere (including, but not limited to, any assets of
funds held by the Firm with Virgin Money);


6)
Sub-paragraph (5) above does not apply to monetary payments or the
disposal of assets in the following circumstances:

a)
Payments to the Firm’s suppliers and in satisfaction of any existing
contractual obligation by the Firm, on the proviso that any such
payment (other than those envisaged pursuant to sub-paragraph (7)1
has first been approved in writing by the Authority. To enable the
Authority to consider any such requests for payment, the Firm must
first provide the Authority with written details of the proposed recipient
of any such payment, the amount of the payment and a justification
for the payment.


7)
The following will not be regarded as payments in the ordinary course of
business or necessary living expenses:

a)
The making of any distribution to the Firm’s shareholders and/or
director whether by way of capital distribution, dividends or any other
means;


b)
The making of any gift, loan or dividend; and

1 This ought to have read as a reference to paragraph 7, not paragraph 6(b). Supervision will take
steps to amend the Register accordingly.

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c)
Salaries to any staff employed by the Firm which has not been
approved in writing by the Authority.


8)
The terms and effect of sub-paragraphs (5) to (7) above comprise an asset
requirement within the meaning of section 55P(4) of the Act.


4.4
The Authority removed the Firm’s permissions and imposed the Requirements
because it identified serious concerns relating to the Firm in that it appeared to be
failing to satisfy one of the Threshold Conditions and because its conduct appeared
to demonstrate that it posed a significant risk of harm to consumers.


4.5
As a result, the Authority considered it necessary and proportionate to impose the
Requirements to address the ongoing risk of further asset dissipation and to
provide an appropriate degree of protection for the Firm’s customers.

4.6
On 23 March 2023, the Authority received information indicating that Mrs
Campbell had been in communication with one of the Firm’s clients (“Client 1”).
Having reviewed the exchange between Mrs Campbell and Client 1 dated 22 to 23
March 2023, the Authority is concerned that Mrs Campbell may have been
providing financial advice notwithstanding that the Firm has no permissions to
conduct regulated activity, and therefore Mrs Campbell may have been acting in
breach of the Requirements and section 20 of the Act.

4.7
The Authority received further information on 28 March 2023 indicating that on 24
March 2023, Mrs Campbell was also in communication with another of the Firm’s
clients (“Client 2”). Having reviewed the exchange between Mrs Campbell and
Client 2 dated 24 March 2023, the Authority is concerned that Mrs Campbell may
have been providing financial advice notwithstanding that the Firm had no
permission to conduct regulated activity at the relevant time, and therefore Mrs
Campbell may have been acting in breach of the Requirements and section 20 of
the Act.

4.8
Further, Client 1 and Client 2 provided copies of the notification that they had each
received from Mrs Campbell in purported compliance with the requirement to
notify all of the Firm’s clients of the restrictions placed upon the Firm (“the
notification requirements”) (see paragraph 4.3 of this Notice). The Authority notes
that both the terms and the timings of the notifications were different to the terms
and the timings of the notifications that Mrs Campbell showed to the Authority.
The Authority is therefore concerned that Mrs Campbell may have provided
misleading information to the Authority about the Firm’s compliance with the
Requirements and in breach of the Authority Individual Conduct Rules at COCON
2.1.1R and COCON 2.1.3R.

5
CONCLUSION

The Authority’s operational objective of consumer protection

5.1
The Authority’s operational objective of consumer protection requires the
Authority to ensure an appropriate degree of protection for consumers (section
1C(1) of the Act). The Authority has very serious concerns about the conduct of
Mrs Campbell in that:

1)
Notwithstanding the Authority’s removal of the Firm’s Part 4A permissions from
10 February 2023, Mrs Campbell may have continued to conduct regulated
activity; and


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2)
Notwithstanding the Requirements on the Firm, including the notification
requirements, Mrs Campbell may have made misleading statements to the
Authority about the Firm’s compliance with the notification requirements.

5.2
On the basis of the facts and matters set out, it appears to the Authority that it is
desirable to impose these Conditions in order to advance the consumer protection
objective contained in Section 1C of the Act.

5.3
The Authority has concluded, in light of the matters set out above, that it is
necessary to exercise its own-initiative power under section 63ZB(1) of the Act by
imposing the Conditions in order to protect the interests of consumers from
receiving advice from a person with no permissions to provide advice.

5.4
The Authority considers that the Conditions are a proportionate and appropriate
means to address the current and immediate risks, and are desirable in order to
advance the Authority’s operational objective of consumer protection.

Timing and duration of the Requirements

5.5
It is necessary to impose the Requirements on an urgent basis given the
seriousness of the risks and the need to protect consumers.

5.6
The Authority considers that it is necessary for the Requirements to remain in
place indefinitely.

6
PROCEDURAL MATTERS

Decision-maker

6.1
The decision which gave rise to the obligation to give this First Supervisory Notice
was made by an Authority staff member under executive procedures according to
DEPP 2.3.7G and DEPP 4.1.7G.

6.2
This First Supervisory Notice is given under section 63ZC and in accordance with
section 63ZB of the Act.

6.3
The following statutory rights are important.

Representations

6.4
The Firm and/or Mrs Campbell have the right to make written representations to
the Authority (whether or not they refer this matter to the Tribunal). They may
also request to make oral representations but the Authority will only consider this
in exceptional circumstances according to DEPP 2.3.1AG. The deadline for
providing written representations and notifying the Authority that the Firm wishes
to make oral representations is 14 days from the date of the FSN or such later
date as may be permitted by the Authority. Any notification or representations
should
be
sent
to
the
SPC
Decision
Making
Secretariat

(SPCDecisionMakingSecretariat@fca.org.uk).

The Tribunal

6.5
The Firm and/or Mrs Campbell have the right to refer the matter to which this
First Supervisory Notice relates to the Tribunal. The Tax and Chancery Chamber
is part of the Tribunal which, amongst other things, hears references arising from
decisions of the Authority. Under paragraph 2(2) of Schedule 3 of the Tribunal
Procedure (Upper Tribunal) Rules 2008, the Firm has 28 days from the date on

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which this First Supervisory Notice is given to it to refer the matter to the Tribunal.

6.6
A reference to the Tribunal can be made by way of a reference notice (Form FTC3)
signed by or on behalf of the Firm and filed with a copy of this First Supervisory
Notice. The Tribunal’s contact details are: The Upper Tribunal, Tax and Chancery
Chamber, 5th Floor, Rolls Building, Fetter Lane, London EC4A 1NL (telephone: 020
7612 9730; email: uttc@hmcts.gsi.gov.uk).

6.7
Further information on the Tribunal, including guidance and the relevant forms to
complete, can be found on the HM Courts and Tribunal Service website:
http://www.justice.gov.uk/forms/hmcts/tax-and-chancery-upper-tribunal

6.8
The Firm and Mrs Campbell should note that a copy of the reference notice (Form
FTC3) must also be sent to the Authority at the same time as a reference is filed
with the Tribunal. A copy of the reference notice should be sent to
emma.reilly2@fca.org.uk
and
the
SPC
Decision
Making
Secretariat

(SPCDecisionMakingSecretariat@fca.org.uk).

Confidentiality and publicity

6.9
The Firm and Mrs Campbell should note that this First Supervisory Notice may
contain confidential information and should not be disclosed to a third party
(except for the purpose of obtaining legal advice on its contents).

6.10
The Firm and Mrs Campbell should note that section 391(5) of the Act requires
the Authority, when the First Supervisory Notice takes effect, to publish such
information about the matter to which the notice relates as it considers
appropriate.

Authority contacts

6.11
For
more
information
concerning
this
matter
generally,
contact

6.12
Any questions regarding the executive procedures decision-making process should
be
directed
to
the
SPC
Decision
Making
Secretariat

(SPCDecisionMakingSecretariat@fca.org.uk).

Annex

RELEVANT STATUTORY PROVISIONS

1.
The Authority’s operational objectives established in section 1C of the Act include
securing an appropriate degree of protection for consumers.

2.
Section 20 of the Act provides that if an authorised person carries on a regulated
activity, or purports to do so, otherwise than in accordance with its permissions
then the authorised person has contravened a requirement imposed on the person
by the Authority.

3.
The Authority is permitted by section 63ZB(1) of the Act to vary an approval given
under section 59 of the Act if the Authority “considers that it is desirable to do so
in order to advance one or more of its operational objectives”. The Authority’s
operational objectives include securing an appropriate degree of protection (section
1C of the Act).

4.
Section 63ZB(3) of the Act provides that the Authority may vary the approval by
imposing, removing or varying a condition.

5.
Section 63ZC of the Act sets out the procedure for the Authority to exercise its
powers under section 63ZB to vary a person’s approval. The procedure mirrors the
procedures set out in section 55Y of the Act with respect to a person’s authorisation
save that notification must be given to both the approved person (Mrs Campbell)
and the authorised firm to which the approval relations (Campbell & Associates
Independent Financial Advice Ltd).

6.
Section 63ZC(2) of the Act provides that the Authority may vary the approval with
immediate effect or on such date as the Authority may specify.

7.
Section 391 of the Act provides that:

“[…]

(5)
When a supervisory notice takes effect, the Authority must publish such
information about the matter to which the notice relates as it considers
appropriate.

(6)
But the Authority may not publish information under this section if in its
opinion, publication of the information would, be unfair to the person with
respect to whom the action was taken or proposed to be taken [or]
prejudicial to the interests of consumers or detrimental to the stability of
the UK financial system.

(7)
Information is to be published under this section in such manner as the
Authority considers appropriate.”

RELEVANT REGULATORY PROVISIONS

FCA Handbook - Individual Conduct Rules

1.
The Authority’s Individual Conduct Rules are set out in COCON and state:

(1)
COCON 2.1.1R “You must act with integrity”


(2)
COCON 2.1.3R “You must be open and cooperative with the FCA, the PRA
and other regulators.”

FCA Handbook - Decision Procedure and Penalties Manual (“DEPP”)

2.
DEPP 8.2.2G provides that the Authority, in considering whether to exercise its
power under section 63ZB, will have regard to the range of regulatory tools
available and will consider dealing with any concerns informally through discussion
and agreement with the Firm and approved person instead of using the power
under section 63ZB.

3.
DEPP 8.3.1G provides a list of examples where the exercise of the OIVAP power
may be appropriate:

(1)
[The Authority] has concerns about an SMF manager’s fitness to remain
approved in relation to the performance of a designated senior management
function but, in all the circumstances, it considers it appropriate to vary their
approval by imposing one or more conditions or a time limitation, rather
than making a prohibition order or withdrawing approval; […]

(5)
it is appropriate to use the own-initiative variation of approval power as a
matter of urgency

4.
DEPP 8.4.2G states that the Authority may exercise its OIVAP power as a matter
of urgency where:

(1)
the information available to it indicates serious concerns about the SMF
manager or their firm that need to be addressed immediately; and

(2)
circumstances indicate that it is appropriate to use statutory powers
immediately to require and/or prohibit certain actions by the SMF manager
to ensure these concerns are addressed.